CODE OF VIRGINIA

COURT PROCEEDINGS (§ 13.1-746.2)

A. A dissolved corporation that has complied with the notice requirements of §
13.1-746.1 may file an application with the circuit court of the city or county
where the dissolved corporation’s principal office, or, if none in the
Commonwealth, its registered office, is or was last located for a determination
of the amount and form of security to be provided for payment of claims that (i)
are contingent or have not been made known to the dissolved corporation or that
are based on an event occurring after the effective date of dissolution but
that, based on the facts known to the dissolved corporation, are reasonably
estimated to arise after the effective date of dissolution or (ii) are based on
a liability the ultimate maturity of which is more than 60 days after delivery
of written notice to the claimant pursuant to subsection B of § 13.1-746.
Provision need not be made for any claim that is or is reasonably anticipated to
be barred under subsection C of § 13.1-746.1.

B. Within 10 days after the filing of the application, notice of the proceeding
shall be given by the dissolved corporation to each known claimant whose claim
is covered by the application.

C. The court may appoint a guardian ad litem to represent all claimants whose
identities are unknown in any proceeding brought under this section. The
reasonable fees and expenses of such guardian, including all reasonable expert
witness fees, shall be paid by the dissolved corporation.

D. Provision by the dissolved corporation for security in the amount and the
form ordered by the court under subsection A shall satisfy the dissolved
corporation’s obligations with respect to claims covered by that order,
and such claims may not be enforced against a shareholder who received assets in
liquidation.

HISTORY: 2005, c. 765; 2008, c. 91.